Triton Audited Financial Statements 2009 - Final Pre Audit 1

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TRITON GOLD LIMITED AND CONTROLLED ENTITIES ACN: 126 042 215 Audited Financial Report for the year ended 31 December 2009 TRITON GOLD LIMITED AND CONTROLLED ENTITIES CONTENTS ______________________________________________________________________ Page Corpate Directory 2 Operations Reviw 3 Corporate Governance Statement 5 Directors’ Report 1 Statement ofComprehensive Income 21 Statement ofFinancial Position 22 Statement of Changes in Equity 23 Staemnt ofCash Flows 25 Notes tothe Financial Statements 26 Directors’ Declaration 58 Auditor’s Independence Declaration 59 Independent Audit Report to the Members of Triton Gold Limited 60 1 TRITON GOLD LIMITED AND CONTROLLED ENTITIES CORPORATE DIRECTORY ______________________________________________________________________ DIRECTORS Chairman (Non-Executive) Mr John Loney President, Managing Director and Chief Executive Officer Mr Marcus Willson – resigned 11 December 2009 Director and Interim Managing Director and Chief Executive Officer since 9 November 2009 Mr Gregory Hall – resigned 18 May 2009, re-appointed 18 May 2009 Directors (Non-Executive) Mr Trevor Osborne – appointed 18 May 2009 Mr David Singleton – appointed 18 May 2009 Mr Graham Taylor – resigned 18 May 2009 EXECUTIVES Chief Financial Officer Mr Jay ...

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• Publié par: Assa
• Nombre de lectures: 43
• Langue: English

Extrait

TRITON GOLD LIMITED AND CONTROLLED ENTITIES          

       

 

     

 

  ACN: 126 042 215

      Audited Financial Report   for the year ended   31 December 2009         

TRITON GOLD LIMITED AND CONTROLLED ENTITIES     CONTENTS   ______________________________________________________________________                     Page  2  3  5  11  21  22  23  25  26  58  59  60

  Corporate Directory   Operations Review   Corporate Governance Statement   Directors’ Report   Statement of Comprehensive Income   Statement of Financial Position   Statement of Changes in Equity   Statement of Cash Flows   Notes to the Financial Statements   Directors’ Declaration   Auditor’s Independence Declaration   Independent Audit Report to the Members of Triton Gold Limited      

                       

                       

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TRITON GOLD LIMITED AND CONTROLLED ENTITIES   CORPORATE DIRECTORY   ______________________________________________________________________   DIRECTORS   Chairman (Non-Executive) Mr John Loney   President, Managing Director and Chief Executive Officer Mr Marcus Willson– resigned 11 December 2009     Director and Interim Managing Director and Chief Executive Officer since 9 November 2009 Mr Gregory Hall –resigned 18 May 2009, re-appointed 18 May 2009     Directors (Non-Executive) Mr Trevor Osborne– appointed 18 May 2009 Mr David Singleton– appointed 18 May 2009 Mr Graham Taylor– resigned 18 May 2009         EXECUTIVES   Chief Financial Officer Mr Jay Stephenson     Company Secretary Mr Brad Boyle– retrenched 31 January 2009, re-appointed 1 September 2009 Mr Keong Chan– appointed 20 January 2009, resigned 1 September 2009     Corporate Secretary (Canada) Mr Michael Raven     REGISTERED OFFICE   Suite 18, Level 4, 44 Parliament Place West Perth, Western Australia 6005   Telephone: [phone] Facsimile: [phone] Website:om.cu.anotidlogwwrt.w     AUDITORS MGI Perth Audit Services Level 7, The Quadrant 1 William Street Perth, Western Australia 6000   Telephone: [phone] Facsimile: [phone] Website:mgipwww..comertha.u      

 

HOME EXCHANGE   Australian Stock Exchange Limited Exchange Plaza 2 The Esplanade Perth, Western Australia 6000   ASX Code: TON   SHARE REGISTRY   Computershare Investor Services Limited Level 2, 45 St Georges Terrace Perth Western Australia 6000   Telephone: [phone] Facsimile: [phone] Website:mcoe.arsherutpmoc.www    

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TRITON GOLD LIMITED AND CONTROLLED ENTITIES     OPERATIONS REVIEW   ______________________________________________________________________   During the year of 2009, the Company successful ly made the transition from an unlisted public entity (“Australian Mineral Fields Limited”) into a publicly listed entity trading on the Australian Securities Exchange (“ASX”), under the new name of Triton Gold Limited. The Company’s Initial Public Offering raised $6.5 million includ ing oversubscriptions of $1.5 million through the issuance of 32,500,000 shares and the Company commenced trading on the ASX on 14 August 2009. The Company’s focus in the first half of 20 09 was to fulfil the requirements for the listing and minimise cash expenditure. During the second half of the 2009 year a significant amount of exploration and pre-development progress wa s made on most of the Company’s projects.   Since the successful listing of the Company on the ASX, the Company has completed a number of drill programs on the Windarra Tailings Dams, Sunday Project, Fraser Range North and has also commenced the Salmon Gums drill program. In addition to drilling, field mapping and sampling programs were completed on the Tushtena, Fraser Range North and Salmon Gums projects.   The acquisition of the gold rights for the Windarra Tailings dams from Poseidon Nickel Ltd (“Poseidon”) was conditional on the Company completing a Scoping Study within six months of listing on the ASX and further work thereafter. CSA Global prepared a Scoping Study report on the Windarra Tailings dams on behalf of the Company. The Scoping Study report was provided to Poseidon in accordance with the obligations of the Gold Rights Transfer Agreement. Part of the Scoping Study included sonic and air core (AC) drilling, assaying and surveys of the northern and southern tailings dams. CSA Global prepared a ma iden Indicated Resource estimate of 4.5Mt at 0.78g/t gold for 113,300 ounces, reported in accordance with the JORC code (1994). As a result of meeting the obligations under the Gold Rights Transfer Agreement the Company also acquired the gold rights to the Windarra project held by Posiedon in the Laverton district of the Eastern Goldfields, WA. No field exploration was carried out on the Windarra project during 2009.   On the Salmon Gums project a first-pass AC dril l program was conducted in January and February of 2009. A total of 148 holes for 3908m were drilled into the Lady Penrhyn and Sirius gold-in-soil anomalies, which was a conservative program due to the need to preserve cash funds until the capital raising was completed. Nonetheless, the program confirmed the presence of anomalous gold within the weathered and unweathered basement and included a significant intersection of 1m at 1.12 g/t gold in drill hole SGA077.   Additional work completed on the Salmon Gums project during September and October 2009, included two soil sampling programs designed to extend the coverage and infill areas of identified gold-in-soil anomalies. Lignite hosted in palaeochannels on the project was also intersected in the AC drilling. Assays of two composited lignite samples have suggested the requirement for the Company to undertake further assessment of this potential commodity on the Salmon Gums project, to determine how to progress the project.   In an effort to progress the Fraser Range North project using only low-cost exploration methods, soil sampling was completed over several structural targets in May 2009. Two coherent gold-in- soil anomalies (Cocquihalla and Nimpkish) were delineated by the program. Immediately following the Company listing on the ASX, a combined AC – RC drill program was conducted on the Cocquihalla, Nimpkish and Similkameen prospects at Fraser Range North. The objective of the drilling at Similkameen was to extend the AC drill coverage (76 holes), and test beneath anomalous gold intersected in the 2008 air core holes with 3 RC drill holes. The AC drilling at Cocquihalla (44 holes) and Nimpkish (7 holes) was a first-pass test for a bedrock source to the gold in the surface soil gold anomaly. The program on all prospects constituted 4240m of AC drilling (127 holes) and 200m RC drilling (3 holes). The results of this drill program were disappointing and the focus has now shifted to the Nimpkish and Kicking Horse gold targets which will be tested in 2010. 3

TRITON GOLD LIMITED AND CONTROLLED ENTITIES OPERATIONS REVIEW (continued)   ______________________________________________________________________     The Company was disappointed to have not been able to drill on the Tushtena project in 2009. Both the Company and the JV partners Tushtena Resources Inc. agreed to postpone the 2009 diamond drill program, until the 2010 summer seas on to reduce the risk of expenditure over-runs associated with bad weather. The Company was able to complete a short geological and geochemical mapping program that was designed to capture key data to refine the 3D model and 2010 drill targets. Whilst in the field, an additional 24 claim blocks were staked northeast of the existing claims to cover the extension of anomalous surface gold. The total area of the project is now 10,240 acres.   The Company commenced the search for a third party joint venture partner for the Tushtena Project in the latter part of 2009 and is hopeful of finalising an agreement with a potential joint venture partner early in 2010.   The Company drilled 11 RC holes for a total of 102 7m to test the southern extension Sunday Pit mineralisation (6 holes) and the Mount Stewart target (5 holes). The drilling at the Sunday Pit confirmed the continuation of a low grade (<1g/ t gold) lens. The holes drilled into the Mount Stewart target intersected alteration of variable intensity and high grade gold in drill hole MSRCH021 (1m @ 78.9g/t gold from 108m). The Company followed these results up with a 3- hole diamond drill program in December 2009 to investigate the structural controls on the high grade gold mineralisation. The results of this drill program are due in 2010.   The Company has been frustrated by delays to commencing exploration on the Cundeelee Project caused by repeated cancellations of meetings with the Traditional land owners. The Company is continuing to try to obtain access into the project and further to obtain an Aboriginal Heritage clearance which will enable exploration to proceed on the Cundeelee project.   Changes in interests in projects held by the Company include the withdrawal from the Grenville project and Webb project. Triton Gold received equity in Laurentian Goldfields in exchange for not taking on a joint venture interest in the Grenville Project. The Webb project tenements were surrendered as a cost-cutting measure prior to listing.   In November 2009, Mr Greg Hall was appointe d as Interim Managing Director and CEO to replace Mr. Marcus Willson who had been with the Company since its formation 3 ½ years ago. On 29 th March 2010, the Company announced the appointment of Mr Allen Lance Govey as Chief Executive Officer. Mr Govey brings over 35 year s of mining industry experience to the Company. In addition, the Company has recruited two additional full-time geologists to assist with the extensive exploration and development activities, and reinstated the full-time position of Office Manager.  

 

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TRITON GOLD LIMITED AND CONTROLLED ENTITIES CORPORATE GOVERNANCE STATEMENT   As the framework of how the Board of Directors of Triton Gold Limited (“Company”) carries out its duties and obligations, the Board has considered the eight principles of corporate governance as set out in the ASX Good Corporate Governance and Best Practice Recommendations.   The essential corporate governance principles are: 1   Lay solid foundations for management and oversight; 2   Structure the Board to add value; 3   Promote ethical and responsible decision-making; 4   Safeguard integrity in financial reporting; 5   Make timely and balanced disclosure; 6   Respect the rights of shareholders; 7   Recognise and manage risk; 8   Remunerate fairly and responsibly.   1. Lay solid foundations fo r management and oversight.   ecommendation 1.1: reserved to the Board and those Formalise and disclose the functions delegates to management. Roles and Responsibilities: The roles and responsibilities of the Board are to: •   Oversee control and accountability of the Company; •   Set the broad targets, objectives, and strategies; •   Monitor financial performance; •   Assess and review risk exposure and management; •   Oversee compliance, corporate governance, and legal obligations; •   Approve all major purchases, disposals, acquisitions, and issue of new shares; •   Approve the annual and half-year financial statements; •   Appoint and remove the Company’s Auditor; •   Appoint and assess the performance of the Managing Director and members of the senior management team; •   Report to shareholders.   ecommendation 1.2: for evaluating the performance of Companies s should disclose the proces senior executives.   The Board regularly reviews the performance of senior executives.   ecommendation 1.3:   Provide the information indicated in the ASX Corporate Governance Council’s Guide to Reporting on Principle 1.     The evaluation of performance of senior executives takes place throughout the year.  

 

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TRITON GOLD LIMITED AND CONTROLLED ENTITIES CORPORATE GOVERNANCE STATEMENT 2. Structure the Board to add value.   ecommendation 2.1:majority of the Board should be independent Directors.A ecommendation 2.2:The Chairperson should be an independent Director. ecommendation 2.3:The roles of the Chairperson and Chief Executive should not be exercised by the same individual. ecommendation 2.4:The Board should establish a nomination committee. ecommendation 2.5:Companies should disclose the process for evaluating the performance of the board, its committees and individual directors. ecommendation 2.6: should provide the information indicated in the Guide to Companies reporting on Principle 2. Membership The Board’s membership and structure is selected to provide the Company with the most appropriate direction in the areas of business controlled by the Company. The Board currently consists of four members: a non-executive Chairman, a Managing Di rector, and two non-executive Directors.   The non-executive Chairman and non-executive Directors are considered independent.   Chairman and Managing Director The Company has a non-executive Chairman and a Managing Director.   Nomination Committee The Company has a formal charter for the Remuneration and Nomination Committee whose members include Messrs Lone y, Hall and Singleton.   Skills The Directors bring a range of skills and ba ckgrounds to the Board including geological, accountancy, finance, marketing, corporate governance, and stockbroking.   Experience The Directors have considerable experience in bu siness at both operational and corporate levels.   Meetings The Board has five scheduled meetings per y ear and also meets when it is necessary.   Independent professional advice Each Director has the right to seek independent professional advice at the Company’s expense for which the prior approval of the Chairman is required, and is not unreasonably withheld.   3. Promote ethical and responsible decision-making.   ecommendation 3.1: a code of conduct to guide Establish Directors, the Chief Executive the Officer (or equivalent), and any other key executives as to:   .1.1 The practices necessary to maintain confidence in the Company’s integrity; .1.2 The practices necessary to take into account legal obligations and the reasonable expectations of shareholders; .1.3 The responsibility and accountability of individuals for reporting and investigating reports of unethical practices.  

 

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TRITON GOLD LIMITED AND CONTROLLED ENTITIES CORPORATE GOVERNANCE STATEMENT   ecommendation 3.2: Disclose the policy concerning trading in Company securities by Directors, officers, and employees.   Standards The Company is committed to its Directors and empl oyees maintaining high standards of integrity, and ensuring that activities are in compliance with the letter and spirit of both the law and Company policies. Each staff member will be issued with the Company’s Policies and Procedures manual at the beginning of their employment with the Company.   ecommendation 3.3:Provide the information indicated in the ASX Corporate Governance Council’s Guide to Reporting on Principle 3. A summary of both the Company’s C ode of Conduct and its Share Trading Policy is included on the Company’s website.   4. Safeguard integrity in financial reporting.   ecommendation 4.1:The Board should establish an audit committee.   ecommendation 4.2:Structure the audit committee so that it consists of:   •   Only non-executive Directors; •   A majority of independent Directors; •   An independent Chairperson, who is not Chairperson of the Board; •   At least three members.   ecommendation 4.3: The audit committee should have a formal charter – Refer to ecommendation 4.1. ecommendation 4.4: should provide the information indicated in the Guide to Companies reporting on Principle 4.   Integrity of Company’s Financial Condition The Company’s Chief Executive Officer and Chief Financial Officer will report in writing to the Board that the consolidated financial statements of the Company for the half and full financial year present a true and fair view, in all material re spects, of the Company’s financial condition and operational results in accordance with relevant accounting standards.   Audit Committee The Company has a formal charter for an Audit and Governance Committee whose members include Messrs Loney, Singleton and Osborne. The Audit and Governance Committee provides an active role in the following activities: •   Review the Company’s accounting policies; •   Review the content of financial statements; •   Review the scope of the external audit, its effectiveness, and independence of the external auditor; •   Ensure accounting records are maintained in accordance with statutory and accounting standard requirements;  •   Monitor systems used to ensure financial and other information provided is reliable, accurate, and timely; •   Review the audit process with the external auditors to ensure full and frank discussion of audit issues; •   Present half and full year financial statements to the Board.    

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TRITON GOLD LIMITED AND CONTROLLED ENTITIES CORPORATE GOVERNANCE STATEMENT     The Chairperson of the Audit and Governance committee is the Company Chairperson Mr John Loney. The Company has determined that Mr Loney is the most suitable director to chair the Audit and Governance committee due to his competency in corporate governance, accounting and finance and the limited size of the board.   5. Make timely and balanced disclosure.   ecommendation 5.1:policies and procedures designed to ensure compliance withEstablish written SX Listing rules disclosure requirements, and to ensure accountability at a senior management level for that compliance.   Being a listed entity on the Australian Stock Exchange (ASX), the Company has an obligation under the ASX Listing Rules to maintain an informed market with respect to its securities. Accordingly, the Company advises the market of all information required to be disclosed under the Rules which the Board believes would have a material affect on the price of the Company's securities.   The Company Secretary has been appointed as the person responsible for communication with the ASX. This role includes responsibility for ensuring compliance with the continuous disclosure requirements of the ASX Listing Rules, and overseeing and co-ordinating information disclosure to the ASX, analysts, brokers, shareholders, the media, and the public.   All shareholders have access to the annual report on the Company’s website. Shareholders who have elected to receive a hardcopy will do so.   Recommendation 5.2: the information indicated in the ASX Corporate Governance Provide Council’s Guide to Reporting on Principle 5.   Disclosure is reviewed as a standard and routine agenda item at each Board meeting.   6. Respect the rights of shareholders.   ecommendation 6.1: Design and disclose a communications strategy to promote effective communication with shareholders and encourage effective participation at general meetings.   ecommendation 6.2: Request the external auditor to attend the annual general meeting and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the auditor's report.   The Company is committed to keeping shareholders fully informed of significant developments at the Company. In addition to public announcements of its financial statements and significant matters, the Company will provide the opportunity for shareholders to question the Board and management about its activities at the Company's annual general meeting.  

 

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TRITON GOLD LIMITED AND CONTROLLED ENTITIES CORPORATE GOVERNANCE STATEMENT       The Company's auditor, MGI Perth Audit Service s, will be in attendance at the annual general meeting, and will also be available to answer qu estions from shareholders about the conduct of the audit and the preparation and content of the auditor's report.   7. Recognise and manage risk   ecommendation 7.1: should establish policies on risk teeThe Board or appropriate Board commit oversight and management.   ecommendation 7.2: The chief executive officer (or equivalent) and the chief financial officer (or equivalent) to state in writing to the Board that:   7.2.1 The statement given in accordance with best practice recommendation 4.1 (the integrity of financial statements) is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board. 7.2.2 The Company's risk management and internal compliance and control system is operating efficiently and effectively in all material respects.   ecommendation 7.3:   whether it has received assurance from the chieThe board should disclose executive officer (or equivalent) and the chief financial officer (or equivalent) that the declaration rovided in accordance with section 295A of the Co rporations Act is founded on a system of ris management and internal control and that the system is operating effectively in all material respects in relation to the financial reporting risks.     ecommendation 7.4:   Provide the information indicated in ASX Corporate Governance Council’s the Guide to reporting on Principle 7.   The Board oversees the Company's risk profile. The financial position of the Company and matters of risk are considered by the Board on a regular basis. The Board is responsible for ensuring that controls and procedures to identify, analyse, assess, prioritise, monitor, and manage risk are in place, being maintained and adhered to.   The Chief Financial Officer and Chief Executive Officer have stated in writing to the Board that: •   The statement given in accordance with best practice recommendation 4.1 (the integrity of financial statements) is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the board. •   The Company’s risk management and internal compliance and control system is operating efficiently and effectively in all material respects.   8. Remunerate fairly and responsibly   ecommendation 8.1:The Board should establish a Remuneration Committee.   ecommendation 8.2: Clearlydistinguish the structure of non-executive Directors' remuneration  rom that of executives.   ecommendation 8.3:that payment of equity-based executive remuneration is made in Ensure  accordance with thresholds set in plans approved by shareholders.  

 

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TRITON GOLD LIMITED AND CONTROLLED ENTITIES CORPORATE GOVERNANCE STATEMENT       Principles used to determine the nature and amount of remuneration The objective of the Company's remuneration framework is to ensure reward for performance is competitive and appropriate to the results delivered. The framework aligns executive reward with the creation of value for shareholders, and conforms to market best practice. The Remuneration and Nomination Committee ensures that executive rewards satisfy the following key criteria for good reward governance practices:   •   Competitiveness and reasonableness; •   Acceptability to the shareholders; •   Performance linked; •   napsrT; cyenar •   Capital management.   The Company has structured an executive remuneration framework that is market competitive and complementary to the reward strategy of the organisation.     Remuneration Committee The members of the Remuneration and Nomination committee include Messrs Loney, Hall, and Singleton.   Directors' Remuneration Further information on Directors' and executives' remuneration is set out in the Directors' Report.     eparture from Best Practice Recommendations From 1 January 2009 to 31 December 2009, the Company has complied with each of the Eight Essential Corporate Governance Principles and Be st Practice Recommendations published by the ASX Corporate Governance Council except as disclosed above.    

 

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